Pricing Agreement, dated July 7, 2022, among the Company and BofA Securities, Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein
Exhibit 1.2
PRICING AGREEMENT
July 7, 2022
BofA Securities, Inc.
Citigroup Global Markets Inc.
Credit Suisse Securities (USA) LLC
Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
As Representatives of the several Underwriters
named in Schedule I hereto
c/o BofA Securities, Inc.
One Bryant Park
New York, NY 10036
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, NY 10013
c/o Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, NY 10010
c/o Goldman Sachs & Co. LLC
200 West Street
New York, NY 10282
c/o J.P. Morgan Securities LLC
383 Madison Avenue
New York, NY 10179
Ladies and Gentlemen:
MetLife, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein (this “Agreement”) and in the Underwriting Agreement, dated July 7, 2022 (the “Underwriting Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the principal amounts of its Securities specified in Schedule I hereto.
Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Agreement, the Applicable Time, and the Closing Date. Each reference to the Representatives herein and in the
provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. A reference to the Indenture shall be deemed to refer to the Indenture, dated as of November 9, 2001, between the Company and The Bank of New York Mellon Trust Company, N.A. (the “Trustee,” as successor in interest to J.P. Morgan Trust Company, National Association (as successor in interest to Bank One Trust Company, N.A.)), as supplemented by the Thirty-Sixth Supplemental Indenture, to be dated as of July 11, 2022, between the Company and the Trustee. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Underwriters of the Securities pursuant to the Underwriting Agreement are designated as the “Joint Book-Running Managers” at the end of Schedule II hereto.
Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, at the time and at the purchase price to the Underwriters set forth in Schedule III hereto, the Company agrees to issue, sell and deliver to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and at the purchase price to the Underwriters set forth in Schedule III hereto, the principal amounts of Securities set forth opposite the name of such Underwriter in Schedule I hereto. The date of the issuance, sale and delivery of the Securities is the “Settlement Date” set forth on Schedule II hereto and such date shall be considered a Closing Date under the Underwriting Agreement.
If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof.
[Signature pages follow]
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| Very truly yours, | ||
| METLIFE, INC. | ||
| By: | /s/ John Hall | |
| Name: John Hall | ||
| Title: Executive Vice President and Treasurer | ||
[Signature page to Pricing Agreement]
Accepted as of the date hereof on behalf of each of the Underwriters:
| BOFA SECURITIES, INC. | ||
| By: | /s/ Randolph Randolph | |
| Name: Randolph Randolph | ||
| Title: Managing Director | ||
[Signature page to Pricing Agreement]
| CITIGROUP GLOBAL MARKETS INC. | ||
| By: | /s/ Adam D. Bordner | |
| Name: Adam D. Bordner | ||
| Title: Director | ||
[Signature page to Pricing Agreement]
| CREDIT SUISSE SECURITIES (USA) LLC | ||
| By: | /s/ Arvind Sriram | |
| Name: Arvind Sriram | ||
| Title: Managing Director | ||
[Signature page to Pricing Agreement]
| GOLDMAN SACHS & CO. LLC | ||
| By: | /s/ Thomas Healy | |
| Name: Thomas Healy | ||
| Title: Managing Director | ||
[Signature page to Pricing Agreement]
| J.P. MORGAN SECURITIES LLC | ||
| By: | /s/ Stephen L. Sheiner | |
| Name: Stephen L. Sheiner | ||
| Title: Executive Director | ||
[Signature page to Pricing Agreement]
SCHEDULE I
TO PRICING AGREEMENT
| Underwriters | Principal Amount of $1,000,000,000 5.000% Senior Notes due 2052 to be Purchased | |||
| BofA Securities, Inc. | $ | 145,000,000 | ||
| Citigroup Global Markets Inc. | $ | 145,000,000 | ||
| Credit Suisse Securities (USA) LLC | $ | 145,000,000 | ||
| Goldman Sachs & Co. LLC | $ | 145,000,000 | ||
| J.P. Morgan Securities LLC | $ | 145,000,000 | ||
| Barclays Capital Inc. | $ | 24,000,000 | ||
| BNP Paribas Securities Corp. | $ | 24,000,000 | ||
| Deutsche Bank Securities Inc. | $ | 24,000,000 | ||
| HSBC Securities (USA) Inc. | $ | 24,000,000 | ||
| Morgan Stanley & Co. LLC | $ | 24,000,000 | ||
| Wells Fargo Securities, LLC | $ | 24,000,000 | ||
| BNY Mellon Capital Markets, LLC | $ | 15,000,000 | ||
| Mizuho Securities USA LLC | $ | 15,000,000 | ||
| Scotia Capital (USA) Inc. | $ | 15,000,000 | ||
| SG Americas Securities, LLC | $ | 15,000,000 | ||
| SMBC Nikko Securities America, Inc. | $ | 15,000,000 | ||
| U.S. Bancorp Investments, Inc. | $ | 15,000,000 | ||
| Santander Investment Securities Inc. | $ | 13,000,000 | ||
| TD Securities (USA) LLC | $ | 13,000,000 | ||
| Drexel Hamilton, LLC | $ | 5,000,000 | ||
| Siebert Williams Shank & Co., LLC | $ | 5,000,000 | ||
| Roberts & Ryan Investments, Inc. | $ | 5,000,000 | ||
|
|
| |||
| Total | $ | 1,000,000,000 | ||
Schedule I - 1
SCHEDULE II
TO PRICING AGREEMENT
Filed pursuant to Rule 433
July 7, 2022
Relating to
Preliminary Prospectus Supplement dated July 7, 2022 to
Prospectus dated November 18, 2019
Registration Statement No. 333-234761
MetLife, Inc.
$1,000,000,000 5.000% Senior Notes due 2052
Final Term Sheet
July 7, 2022
The information in this final term sheet relates to the offering of the securities specified herein and should be read together with the preliminary prospectus supplement dated July 7, 2022 (the “Preliminary Prospectus Supplement”), including the documents incorporated by reference therein, and the accompanying prospectus dated November 18, 2019, filed pursuant to Rule 424(b) under the Securities Act of 1933 (Registration Statement File No. 333-234761). This final term sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus Supplement.
| Issuer: | MetLife, Inc. (“Issuer”) | |
| Securities: | 5.000% Senior Notes due 2052 | |
| Aggregate Principal Amount: | $1,000,000,000 | |
| Price to the Public: | 99.829% of principal amount, plus accrued interest, if any, from July 11, 2022 | |
| Gross Underwriting Discount: | 0.875% | |
| Proceeds to Issuer Before Expenses: | $989,540,000 | |
| Maturity Date: | July 15, 2052 | |
| Trade Date: | July 7, 2022 | |
| Settlement Date: | July 11, 2022 (T+2) | |
| Interest Payment Dates: | Semi-annually on January 15 and July 15 of each year, beginning on January 15, 2023 | |
| Coupon: | 5.000% | |
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| Benchmark Treasury: | UST 2.250% due February 15, 2052 | |
| Spread to Benchmark Treasury: | UST + 180 bps | |
| Benchmark Treasury Price and Yield: | 81-23, 3.211% | |
| Yield to Maturity: | 5.011% | |
| Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | |
| Ranking: | Senior Unsecured | |
| Par Call Date: | January 15, 2052 | |
| Make-Whole Call: | UST + 30 bps | |
| CUSIP: | 59156RCC0 | |
| ISIN: | US59156RCC07 | |
| Joint Book-Running Managers: | BofA Securities, Inc. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Goldman Sachs & Co. LLC J.P. Morgan Securities LLC | |
| Senior Co-Managers: | Barclays Capital Inc. BNP Paribas Securities Corp. Deutsche Bank Securities Inc. HSBC Securities (USA) Inc. Morgan Stanley & Co. LLC Wells Fargo Securities, LLC | |
| Co-Managers: | BNY Mellon Capital Markets, LLC Mizuho Securities USA LLC Scotia Capital (USA) Inc. SG Americas Securities, LLC SMBC Nikko Securities America, Inc. U.S. Bancorp Investments, Inc. | |
| Junior Co-Managers: | Santander Investment Securities Inc. TD Securities (USA) LLC Drexel Hamilton, LLC Siebert Williams Shank & Co., LLC Roberts & Ryan Investments, Inc. | |
The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling BofA Securities, Inc. at ###-###-####, Citigroup Global Markets Inc. toll-free at ###-###-####, Credit Suisse Securities (USA) LLC toll-free at ###-###-####, Goldman Sachs & Co. LLC toll-free at ###-###-#### or J.P. Morgan Securities LLC collect at ###-###-####.
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SCHEDULE III
TO PRICING AGREEMENT
Underwriters’ Purchase Price of the 5.000% Senior Notes due 2052: 98.954% of the principal amount thereof
Closing Date: July 11, 2022
Addresses for Notices, etc. to the Representatives:
c/o BofA Securities, Inc.
One Bryant Park
New York, NY 10036
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, NY 10013
c/o Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, NY 10010
c/o Goldman Sachs & Co. LLC
200 West Street
New York, NY 10282
c/o J.P. Morgan Securities LLC
383 Madison Avenue
New York, NY 10179
